Kanchi Karpooram Ltd Directors Report

There was no change in the nature of business of the Company in the financial year 202425

The total Income from operations on standalone increased by 18.75%. from Rs. 13,116.28 Lakhs in previous year

2023 24 to Rs. 15,575.01 Lakhs in 202425. Profit before tax (PBT) and after exceptional items from continuing operations on a standalone basis increased by 551% from Rs. 296.15 Lakhs in 202324 to Rs. 1929.06 Lakhs in 202425. After accounting for the provision for tax of Rs. 504.84 Lakhs, profit after tax (PAT) on continuing operations on a standalone basis increased by 1011% from Rs.128.95 Lakhs in 202324 to Rs. 1433.27 Lakhs in

2024 25.

The total income from operations on consolidated increased by 4.76%. from Rs. 14,837.29 Lakhs in previous year 202324 to Rs. 15,543.87 Lakhs in 202425. Profit before tax (PBT) and after exceptional items from continuing operations on a consolidated basis increased by 2739% from Rs. 64.33 Lakhs in 202324 to Rs. 1826.63 Lakhs in 202425. After accounting for the provision for tax of Rs. 504.84 Lakhs, profit after tax (PAT) on continuing operations on a consolidated basis increased from loss of Rs. 38.31 Lakhs in 202324 to profit of Rs. 1329.95 Lakhs in 202425.

The Company is pleased to report a resilient and commendable performance for the financial year 202425. Total revenue for the year stood at ^15,575.01 lakhs, reflecting the strength of the Companys operations and strategic focus.

This growth was primarily driven by robust demand from enduser markets, particularly in the camphor segment. The sustained increase in consumption across key industries contributed significantly to both revenue expansion and profitability.

The Companys ability to adapt to market dynamics, maintain operational efficiency, and capitalize on emerging opportunities has been instrumental in delivering consistent growth. This performance underscores the strength of the Companys business fundamentals and its ongoing commitment to value creation for all stakeholders.

In accordance with Section 92(3) other provisions of the Companies Act, 2013 (the Act) the draft annual return in the form of MGT7 as on 31^st March 2025 is available on the website of your Company at weblink http:// kklgroup.in/inspection_doc.php

During the year under review, your Company declared a final dividend of Rs. 1.00 (10%) per fully paidup equity share of the face value of Rs. 10/ per share. Further your Directors recommend a final dividend of Rs. 1/ (10%) per fully paidup equity share of the face value of Rs. 10/ per share, for the approval of the shareholders. Your Directors do not propose to transfer any amount to reserves for the financial year ended 31^st March, 2025.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts for financial year 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Authorized Share Capital of the Company is Rs. 7,00,00,000/(Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakhs) equity shares of Rs. 10/ each.

The Issued, Subscribed and paidUp Capital of the Company as on 31^st March 2025 was Rs. 4,34,38,910/ (Rupees Four Crores ThirtyFour Lakhs ThirtyEight Thousand Nine Hundred and Ten Only) divided into 43,43,891 (Forty Three Lakhs FortyThree Thousand Eight Hundred and NinetyOne) equity shares of Rs. 10/ each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

Your Company has one subsidiary Company Kanchi Agro Product Private Limited.

The Subsidiary Companys main business is trading in Raw Cashew nuts and other Agro products. During the financial year, it recorded a loss of Rs.103.33 Lakhs.

Your Company has no associate or holding Company.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC1 is attached as "Annexure1" to the Boards Report.

As on 31^st March 2025, the Board of Directors of the Company comprised of Two Managing Directors, One Wholetime Director, and One NonExecutive & NonIndependent Director who are the Promoters of the Company and three NonExecutive Independent director including one Woman Independent Director. The composition of the Board of Directors is in compliance with Section 149 of the Act.

During the year under review, the composition of Board of Directors changed as follows:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 29^th May 2024 appointed Mr. Karaikudi Chandrasekaran Radhakrishnan (DIN: 10640673) as an Additional Director in the capacity of NonExecutive Independent Director of the Company with effect from 29^th May 2024. His appointment for a term of five consecutive years in the capacity of Nonexecutive Independent Director was approved by the shareholders during the Extraordinary general meeting held on 28^th August, 2024.

Further, the Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 13^th August 2024 appointed Mrs. Ranjani Vydeeswaran (DIN: 10738461) as an Additional Director in the capacity of NonExecutive Independent Woman Director of your Company. Her appointment for a term of five consecutive years in the capacity of Nonexecutive Independent Director was approved by the shareholders during the Annual General meeting held on 27^th September 2024.

The Company had received necessary declarations from the Independent Directors under section 149(7) of the Act stating that they meet the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors, Mr. S. Srinivasan (DIN: 05185901) and Mr. K. Venkateswaran (DIN: 00001899), ceased to hold office upon the completion of their second fiveyear tenure on 31^st August 2024.

The Company has set Familiarization programmes for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company at www.kklgroup.in.

In accordance with Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. K. Abirami (M. No: A73658) as the Whole time Company Secretary of the Company with effect from 10^th May, 2024.

Pursuant to section 149 (10) and subject to the approval of members through special resolution, Board reappoints Mr. Rajagopalan Kannan (DIN: 08837382) for term 5 years with effect from 24^th August 2025 to 23^rd August 2030 and Notice convening the 32^nd Annual General Meeting includes the abovementioned proposal for his reappointment and the requisite disclosures are made pursuant to the Act, SEBI Listing Regulations and Secretarial Standard2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI").

Mr. Dipesh Suresh Jain (DIN: 01659930) is liable to retire by rotation at the forthcoming 32^nd Annual General Meeting and, being eligible, offers himself for reappointment as Director. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting as an ordinary resolution. Further, pursuant to Section 196,197 and 203 of the Companies Act and SEBI Listing Regulations, the Board on the recommendation of NRC and Audit Committee recommends the reappointment of Mr. Dipesh Suresh Jain as Managing Director to be designated as Joint Managing Director and Mr. Arun Shah Veerchand as Wholetime Director for an additional term of 5 years with effect from 25^th September 2025 to 24^th September 2030 as a special resolution. Notice convening the 32^nd Annual General Meeting includes the abovementioned proposal for their reappointments and the requisite disclosures are made pursuant to the Act, SEBI Listing Regulations and Secretarial Standard2 on General Meetings issued by ICSI.

During the year 202425, Seven (07) Board Meetings were held, the details of which are given in the Corporate Governance Report that is annexed herewith as Annexure7

The following are the Key Managerial Personnel of the Company as of 31^st March 2025.

1. Mr. Suresh Veerchandji Shah Managing Director (DIN 01659809)

2. Mr. Dipesh Suresh Jain Joint Managing Director (DIN 01659930)

3. Mr. Arun Shah Veerchand Whole Time Director (DIN 01744884)

4. Ms. Kasi Viswanath Abirami Company Secretary

5. Mr. Surendra Kumar Shah Chief Financial Officer COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings, objectives and attendance at the meetings are provided in the Corporate Governance Report.

As per the provisions of Sections 139, 142 and other applicable provisions of the Act if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants (Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting held on 9^th September 2022 for a period of Five (5) consecutive Financial Years till the conclusion of Thirty Fourth Annual General Meeting. There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

Pursuant to the provisions of Section 148(2) of the Act read with the Companies (Cost Records and Audit), Amendment Rules 2014, Board had appointed M/s. N. Sivashankaran & Co., Cost Accountants as Cost Auditors to conduct the audit of Cost accounting records for the financial year 202425. The Board has reappointed M/s. N. Sivashankaran & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for the financial year 202526 at a remuneration of Rs. 60,000/ plus out of pocket expenses and applicable taxes. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

The Secretarial Audit for the Company was carried out by Mr. N Lovelish Lodha, Practicing Company Secretary (Membership No. 35677) for the financial year ended 31^st March 2025. The Report given by the Secretarial Auditors is annexed as Annexure8 and forms an integral part of this Report.

Further, the Secretarial Audit of the subsidiary, having been the material subsidiary for the financial year 202425 was carried out by Mr. N Lovelish Lodha, Practicing Company Secretary for the financial year ended 31^st March 2025. The report given by the Secretarial Auditor is annexed as Annexure 9 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards, specified by ICSI.

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations on the recommendation of the Audit Committee, the Board of Directors appointed Mr. N Lovelish Lodha, Practicing Company Secretary (Membership No. 35677) as the Secretarial Auditors of the Company for a term of 5 years commencing from the financial year 202526 up to 202930 subject to the approval of the shareholders at the ensuing Annual General meeting.

The Company has received his written consent that his appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that he is not disqualified to be appointed as the Secretarial Auditor of the Company.

Notice convening the 32^nd Annual General Meeting includes the abovementioned proposal for his appointment along with the requisite disclosures pursuant to SEBI Listing Regulations.

Pursuant to the provisions of Section 138 of the Act and rules made there under, the Company has appointed M/s R. Subramanian & Co LLP Chartered Accountants, to undertake the Internal Audit of the Company.

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

All transactions entered with Related Parties for the year under review were on arms length basis.

All related party transactions are placed before the Audit Committee for approval. Details of the transactions are provided in form AOC2 in terms of Section 134 of the Act is appended as Annexure2 to this Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website www.kklgroup.in and the weblink thereto is: http://kklgroup. in/admin/upload/corporate_governance/9/60463.pdf

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been posted on its website:

http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 31^st March 2025 and the date of the report.

However, your Board has approved to invest an amount not exceeding Rs. 4,90,000/ (Rupees Four Lakhs Ninety Thousand only) in Kanchi Agro Product Private Limited to acquire the remaining 49% of equity shares to convert it into a wholly owned subsidiary and the disclosure under Regulation 30 of SEBI Listing Regulations, was provided to the stock exchange on 27^th May, 2025.

During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS1 and SS2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

The Company has constituted a Corporate Social Responsibility Committee to meet the provisions laid down in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Report for the Financial Year 202425 is annexed to this report as Annexure3. The composition of CSR Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR policy is uploaded on the Companys website at the web link: http://kklgroup.in/admin/upload/corporate_ governance/7/71738.pdf.

During the year under review, the Company did not accept any deposits within the meaning of provisions of Chapter V of Acceptance of Deposits by the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence disclosure of the details under this head does not arise.

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations and also ensures that the Companys assets are well protected. The Audit Committee comprising of qualified Directors, interacts with the auditor, internal auditors and the management in dealing with matters within its terms of reference.

These controls ensure that the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. The internal audit evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditors confirming compliance forms an integral part of this Report and is annexed as Annexure 10. All Board members have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as Annexure 12.

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub section (1) of Section 148 of the Act.

Pursuant to the provisions of the Act and the SEBI Listing Regulations a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfilment of the independence criteria for Independent Directors as laid in the Act and the SEBI Listing Regulations.

The performance evaluation of the Managing Director and the NonIndependent Directors was carried out by the Independent Directors. The performance evaluation of the Independent Directors was held by the Board of Directors on 7^th May, 2025. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the policy is available in the Companys website in the weblink at http://kklgroup.in.

This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34(2) of SEBI Listing Regulations Regulations, 2015 is provided in a separate section and forms a part of this Report as Annexure4.

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations during the year under review.

During the year under review the Company has not traded or invested in Crypto or Virtual Currency.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure5 and forms a part of this report.

As part of its Standard Operating Systems and Procedures, the Company has institutionalized a comprehensive Risk Management framework encompassing risk identification, mitigation, and management strategies. This Risk framework has been effectively integrated into the Companys internal control systems and operational procedures.

The management actively embeds risk management into daytoday decisionmaking across all functions, fostering a culture that is both riskaware and opportunityresponsive. The Company conducts continuous assessments of internal and external risks and opportunities to ensure that its business strategy remains aligned with the evolving environment and longterm objectives.

The Companys Auditors report does not have any statement on suspected fraud in the Companys operations to explain as per Sec. 134(3) (ca) of the Act.

The Company has established whistle blower policy/Vigil Mechanism Policy as per Section 177(9) and (10) of the Act, and Regulation 22 of the SEBI Listing Regulations. The Board of Directors of the Company have formulated and adopted Whistle Blower Policy which aims to provide a channel to the Stakeholders (Including directors and employees) to report unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. The mechanism provides adequate safeguards against victimization of Directors and employees to avail the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. The Company has in place an AntiSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act 2013. The essence of the policy is communicated to all employees at regular intervals through assimilation and awareness programs.

The annual summary is as under:

a. number of complaints filed during the financial year Nil

b. number of complaints disposed of during the financial year Nil

c. number of complaints pending as on end of the financial year Nil

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of each director to the median employees remuneration is annexed as Annexure6 to this Report.

Your Company follows the provisions of the Maternity Benefit Act, 1961 and maintains all necessary records in compliance with the said Act. The Company ensures that all eligible women employees are granted maternity benefits, leave entitlements, and other protections as prescribed under the Act.

The Company has Code of Conduct for the Board of Directors and Senior Management Personnel.

The Code is designed to ensure the highest standards of Corporate Governance in line with the provisions of applicable laws. A copy of the said code of conduct is available on the website www.kklgroup.in

In accordance with Regulation 26 (3) of SEBI Listing Regulations, the Board members and senior management personnel have affirmed compliance with the code of conduct for the financial year 2024 2025.

The Companys buildings, plant & machinery and inventories are adequately insured.

There was no pending application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

There was no requirement for valuation during the financial year under review.

Your directors place on record their appreciation to employees at all levels for their dedication and commitment. Your directors would also like to express their sincere appreciation for the assistance and cooperation received from the banks, financial institutions, Government Authorities, customers, vendors and Members during the year under review.

For and on behalf of the Board of Directors

Place: Chennai Managing Director Managing Director

Date: 13^th August 2025 DIN: 01659930 DIN: 01659809

KANCHI KARPOORAM LIMITED

CIN: L30006TN1992PLC022109 An ISO 9001 : 2015 Certified Company 32^nd Annual Report 20242025